SHREE SALASAR INVESTMENTS LIMITED

Terms and conditions of Appointment of Independent Directors

The terms and conditions of appointment of the Independent Directors are subject to the extant provisions of the:

(i) applicable laws, including the Companies Act, 2013 (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and

(ii) (ii) Articles of Association of the Company.

The broad terms and conditions of their appointments as Independent Directors (“ID’s”) of the Company are set forth hereunder:

1. APPOINTMENT

The appointment of an Independent Director will commence from the effective date of appointment for the period as may be decided at the time of the appointment. The Company may disengage an Independent Director prior to completion of his/ her term subject to compliance of relevant provisions of the Act and rules made thereunder.

The Independent Director will not be liable to retire by rotation. The appointment is also subject to the maximum permissible directorships that one can hold as per the provisions of the Act.

2. INDEPENDENT DIRECTOR

Independent Director means a non-executive director, other than a nominee director. Rest of the criteria to become an Independent Director must be complied with as per the requirement prescribed under the provisions of the Act.

3. Familiarisation Programme

Every new Independent Director of the Board will attend an orientation program. Presentations will be made by senior managerial personnel to the newly appointed Independent Director. The presentations will inter alia cover an overview of the strategy and operations to familiarize the new inductees about the vision, ideology, strategy, operations and functions of Company.

4. ROLE, DUTIES AND RESPONSIBILITIES

A. As members of the Board, an Independent Director along with the other Directors will be collectively responsible for inter alia meeting the:

• requirements under the Act,
• accountability under the Director’s Responsibility Statement.

B. The Independent Directors shall abide by the “Code for Independent Directors” as outlined in Schedule IV of the Act, and duties of directors as provided in the Act.

C. The Independent Directors are particularly expected to provide guidance in the area of their expertise.

5. DIRECTORS’ FEES/ REMUNERATION

A sitting fee will be paid to the Independent Director for attending each meeting of the Board as well as the Committee meetings, as may be decided by the Board from time to time in accordance with the limits prescribed under the Act and rules made thereunder. In addition to the sitting fees, the Company may pay / reimburse to any Director such fair and actual reasonable expenditure, as may have been incurred by the Director while performing his / her role as a Director of the Company.

6. DISCLOSURE OF INTEREST

During the term, the Independent Director agrees to promptly notify the Company of any change in his/ her directorships and provide such other disclosures and information as may be required under the applicable laws. The Independent Director also agrees that upon becoming aware of any potential conflict of interest with his/ her position as Independent Director of the Company,

He/ she shall promptly disclose the same to the Board and the Company Secretary. During the term, he/ she agrees to promptly provide a declaration under Section 149(7) of the Act, upon any change in circumstances which may affect his/ her status as an Independent Director.

7. PERFORMANCE EVALUATION

The evaluation of independent director shall be done by the entire Board of Directors which shall include –

(a) performance of the directors; and
(b) fulfilment of the independence criteria as specified herein and his/ her independence from the management:

Provided that in the above evaluation, the directors who are subject to evaluation shall not participate.

8. CODE OF CONDUCT AND CONFIDENTIALITY

The Independent Director shall follow the Company's Code of Conduct for Board of Directors and Senior Management Personnel and shall affirm compliance with it every year.

The Independent Director shall maintain strict confidentiality and shall not disclose any confidential information about the Company, whether during the term or after it ends, except where required by law or with the prior approval of the Board.

9. CHANGES OF PERSONAL DETAILS

During the term, the Independent Director shall promptly intimate the Company Secretary and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company

10. RESIGNATION AND DISENGAGEMENT

The Independent Director may resign at any time by giving reasonable written notice to the Company, stating the reasons for resignation. The resignation shall take effect from the date specified in the notice, and the Company shall make the disclosures required under the Listing Regulations.

The Company may disengage an Independent Director before the completion of the term, subject to compliance with the Act, if the Director:

• violates any provision of the Code of Conduct; or
• fails to meet the criteria of independence under Section 149(6) of the Act.

The directorship shall also cease in accordance with the provisions of the Act.

11. Prohibition of Insider Trading

The Independent Director shall comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company's Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons. The ID shall not deal in the Company's securities while in possession of unpublished price sensitive information or when the trading window is closed.